Directors Report of Shraddha Prime Projects Ltd.

Mar 31, 2023

The Directors are pleased to present the 31^st Annual report of your Company together with the Standalone and Consolidated audited financial statement and the Auditors Report of your company for the financial year ended March 31,2023.

Financial Highlights:

The Financial performance of the Company during the F.Y. 2022-2023 is as under:

(Amount in Lacs)
Particulars	March 31, 2023	March 31, 2023	March 31, 2022
	(Consolidated)	(Standalone)	(Standalone)
Revenues from Operation	859.22	0.00	6.97
Other Income	3.03	3.00	6.23
Total Income	862.25	3.00	13.20
Expenses	780.21	89.72	44.14
Profit / (Loss) Before Income Tax and exceptional item	80.50	(88.26)	(30.94)
Net Profit /(loss)	50.58	(65.31)	(30.94)

Company’s Affairs:

Shraddha Prime Projects Limited is a BSE Listed Company. The Company is engaged in the business of real estate activities which involves developing, leasing, constructing, reconstructing etc of various residential projects in India. The operations for the year under review shows a profit of Rs. 50,57,770/-.

During the year under review your Company has entered into Partnership agreements with Shree Krishna Rahul Developers, Padhmagriha Heights and Shree Mangesh Constructions to take over the projects and the Company has also executed registered Development Agreements with them for the various projects.

Your Directors are hopeful of achieving growth in revised business line in coming years.

Rights Issue:

The Board of Directors of your Company at their meeting dated 11th October, 2022 approved the issuance of equity shares by way of rights issue to the existing shareholders of the Company as on the record date. In accordance with the applicable SEBI Regulations and other applicable laws of the “Rights Issue” the company at its meeting held on 13th March, 2023, considered and approved Draft Letter of Offer (DLOF), terms of issue and other allied as well as ancillary matters. Allotment of the rights shares were done on 28.07.2023 and the company received trading permission w e f . 02.08.2023.

Change in Nature of Business

There is no change in the Nature of Business during the year under review.

Change in Registered Office of the Company

The Company’s registered office has been shifted from State of Gujarat to State of Maharashtra vide approval of Regional Director’s order effective from 20th October 2022.

Share Capital

A) Authorised Capital: The authorized share capital of the Company is Rs. 30,00,00,000/- (Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of Rs. 10/- (Ten Rupees Only) each.

B) Paid-up Share Capital: The Paid-up Share Capital of the Company is Rs. 4,55,48,000/-.

C) Issue of Equity Shares with Differential Rights: The Company has not issued any equity shares with differential rights during the Financial Year 2022-2023.

D) Issue of Sweat Equity Shares: The Company has not issued any Sweat Equity Shares during the Financial Year 2022-2023.

E) Issue of Employee Stock Options: The Company has not issued any Employee Stock Options during the Financial Year 2022-2023.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review your Company has entered into Partnership agreements with Shree Krishna Rahul Developers, Padhmagriha Heights and Shree Mangesh Constructions and hence are treated as subsidiaries and figures are consolidated.

Weblink for annual return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021), a copy of the Annual Return is available on the website of the Company at www.shraddhaprimeprojects.in

Number of Meetings of the Board

The Board of Directors duly met 13 times during the Financial Year 2022-23 in compliance of applicable provisions of Companies Act, 2013.

Independent Directors and their Meeting

Your Company received annual declarations from all Independent Directors of the Company, confirming that they meet the criteria of ‘independence’ provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. There was no change in the circumstances, which could affect their status as Independent Director during the financial year.

The Independent Directors met on 14^th February, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, took into account the views of Executive Directors and Non-Executive Directors; it assessed the quality, quantity and timeliness of information flow between the Company’s management and the Board necessary for the Board to effectively perform their duties.

Board Evaluation

Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013 and the applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors evaluated the performance of Non-Independent Directors and Chairperson of the Company after considering the views of the Executive and NonExecutive Directors, the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board.

The Nomination and Remuneration Committee evaluated the performance of every Director. The Board of Directors adopted a formal mechanism for the evaluation of its performance as well as that of its committees and Individual Directors, including the Chairman of the Board.

The Independent Directors were regularly updated on the industry and market trends, project undertaken and the operational performance of the Company through presentations.

Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 (the “Act”):

1. that in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies, as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

3. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the annual financial statements have been prepared on a going concern basis;

5. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Management Discussion and Analysis

The report on management discussion and analysis as per the SEBI (Listing Obligations and Disclosures Requirements), Regulations, 2015 forms integral part of this Annual Report as Annexure I.

Details in respect of frauds reported by Auditors

No fraud in or by the Company were noticed or reported by the auditors during the period under review.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Act

The Company has not made any loans and investments but has provided guarantee after complying with the procedure under the Companies Act, 2013.

Particulars of Contracts or Arrangements made with related parties

Related party transactions that were entered during the financial year were on an arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval. Considering the nature of transactions, the Board doesn’t consider the same to be material transactions and hence the same are not presented in prescribed form AOC 2.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

This Policy was considered and approved by the Board and has been uploaded on the website of the Company at www.shraddhaprimeproiects.in.

Transfer to reserves

The Company has not transferred any amount to the general reserves.

Dividend

During the year under review, the Company has not declared any Dividend.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company was not required to transfer any Unclaimed Dividend to Investor Education and Protection Fund.

Material changes and commitment, if any affecting financial position of the Company occurred between end of the financial year to which these financial statements relate and the date of the report

There are no material changes and commitments affecting the Financial Position of the Company from 1st April, 2022 till the date of issue of this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

(A) Conservation of Energy

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the Company during the year under review, the same are not reported.

(B) Technology Absorption

Since no significant business has been generated from manufacturing activities, the company will review technology absorption gradually upon achieving significant manufacturing activities.

(C) Foreign Exchange Earnings and Outgo

There was no Foreign Exchange income and outflow during the reporting financial year.

Deposits

During the financial year under review the Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Significant and material orders passed by the regulators or courts or tribunal

During the year there are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

Internal control system and their adequacy

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficiency & adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

Directors & KMPs

Following changes have taken place during the financial year 2022-23:

Appointments during the year:

Mr. Ramchandra Ralkar has been appointed as Director of the Company w.e.f. 14^thApril, 2022.

Mr. Dhruv Mehta has been appointed as Chief Financial Officer (CFO) w.e.f. 14^thApril, 2022.

Mrs. Neha Chhatbar has been appointed as Company Secretary & Compliance Officer w.e.f 01^st June, 2022.

Mr. Vishal Salecha has been appointed as Chief Executive Officer (CEO) w.e.f. 8^thMarch, 2023.

Resignation during the year:

Mrs. Krati Patel resigned as a Company Secretary & Compliance Officer w.e.f 01^st June, 2022.

Mr. Surendra Shah resigned as an Independent Director of the Company w.e.f. 12^thSeptember, 2022.

Mr. Rajesh Balu Mehta resigned as a Director of the Company w.e.f. 8^th March, 2023.

Corporate Governance

The Company does not fall under purview of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. However, the same is applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable provision and the Company is committed to ensure compliance with all modification within prescribed norms under Companies Act, 2013. Company is committed to voluntarily maintain the highest standards of corporate practices as set out by SEBI as good Corporate Governance, forms integral part of this Annual Report.

Committees of the Board

The Board of Directors had re-formed the following Committees w.e.f 14^th April 2022:

1. The Audit Committee

2. The Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Name of the Members	Designation in Company	Designation in Committee
Audit Committee
Ms. Shivangi Datta	Non-Executive Independent Director	Chairperson
Mr. Rohit Agarwal	Non-Executive Independent Director	Member
Ms. Nimisha Soni	Non-Executive Independent Director	Member
Nomination & Remuneration Committee
Ms. Shivangi Datta	Non-Executive Independent Director	Chairperson
Mr. Rohit Agarwal	Non-Executive Independent Director	Member
Ms. Nimisha Soni	Non-Executive Independent Director	Member
Stakeholders Relationship Committee
Mr. Ramchandra Ralkar	Non-Executive Director	Chairman
Mr. Rohit Agarwal	Non-Executive Independent Director	Member
Ms. Nimisha Soni	Non-Executive Independent Director	Member

Vigil Mechanism

The Company has a Vigil Mechanism policy to report genuine concerns or grievances. Audit Committee is responsible for overviewing the vigil mechanism and its implementation. Detailed policy of the same is available at the registered office of the Company and also on the website of the Company.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is in place and is posted on the website of the Company under “LODR Policies” Section.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Neeta Desai of ND & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the year 2022-2023.

The Report of the Secretarial Audit Report is annexed herewith as Annexure-II.

The comments mentioned in the report are self-explanatory and do not call for any further clarifications. The Board of Directors constantly endeavour to follow the applicable compliances in letter and in spirit.

Statutory Auditors

In the last Annual General Meeting of the Company held on 28.09.2022, M/s. Vishwas & Associates, Mumbai (Firm Registration No. 143500W) Chartered Accountants, were appointed as a statutory auditors of the Company for a block of 5 years to hold the Office until conclusion of 35^th Annual General Meeting. As required, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report given by the Auditors on the financial statements year ended 31 March 2023 of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors" Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. Particulars of Employees

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures needs to be made under the said section. Further, the detailed ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the financial year are enclosed as “Annexure IV” to the Board’s Report.

Risk Management Policy

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Company’s day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Market Risk, Government Policy Risk, Liquidity Risk, and Systems Risk etc. The Company has in place adequate mitigation plans for the aforesaid risks.

Corporate Social Responsibility

Provisions with respect to Corporate Social Responsibility initiative as mandated by Companies Act, 2013 is not applicable to the Company.

Particulars of transaction between the Company and Non-Executive Directors

During the year under review the company has not entered into any transaction with its Non-Executive Directors except for payment of sitting fees as mentioned in notes to accounts.

Affirmation

The Company has complied with all the Applicable Secretarial Standards issued by Institute of Company Secretaries of India.

Maintenance of cost records

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Compliance Officer is responsible for implementation of the Code.

To comply with the Regulation 3(5) of SEBI (PIT) Regulations, 2015, and to maintain structured digital database (SDD) containing the names of such persons or entities with whom Unpublished Price Sensitive Information (UPSI) is shared and intermediaries and fiduciaries who handle UPSI of the Company in the course of business operations, the Company has installed a SDD software on the server of the Company.

The code of prevention of Insider Trading and fair disclosures is there on the website of the Company. All Board Directors and the designated employees have confirmed compliance with the Code.

Disclosure under sexual harassment of women at workplace:

During the reporting year, on account of expansion and growth of the Company, staff and contractual employees assigned, the Company has formulated a policy and has set up an internal complaints committee as per the provisions of prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the reporting period. No complaints or observations or red flags were brought to notice of this Committee till date.

Statement Pursuant to Uniform Listing Agreement

The Company’s Equity shares are listed at Bombay Stock Exchange Limited. The Annual listing fee for the year 2023-24 has been paid.

Cash flow statement

The Cash flow statement for the year 2022-23 is part of Balance Sheet.

Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 22nd Annual Report together with audited statement of accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS : (Amount in Rs.)

Particulars 31-03-2014 31-03-2013

Total Income 4157938 3503929

Depreciation 254648 254515

Profit (Loss) Before Tax (466155) (621261)

Provision for Tax -- --

Profit (Loss) after Tax (466155) (621261)

OPERATIONS AND FUTURE PLANS :

The operations for the year under review shows a loss of Rs. 466155

During the year under review, the manufacturing sales have not been much improved. This is mainly attributed to overall economic slowdown in the Country.

Your directors are hopeful of achieving a steady growth in sales and job work activity and resultant net margin in the years to follow.

DIVIDEND :

In view of the accumulated losses, management does not propose any dividend for the year 2013- 2014

PREFERENTIAL ALLOTMENT OF EQUITY SHARES

The Company has allotted 800000 Equity Shares at a price of Rs 10/- per share by way of preferential allotment to Promoters and Others in accordance with the preferential issue guidelines contained in SEBI (ICDR) Regulations, 2009.

DIRECTORS :

Shri G.C. Agarwala retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Hashmukhbhai Patel and Shri Heeralal Barot has joined the Board with effect from 28th July, 2014 as Additional Directors of the Company. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Shri Hashmukhbhai Patel and Shri Heeralal Barot will hold the office up to the date of ensuing AGM. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from members proposing the candidature of Shri Hashmukhbhai Patel and Shri Heeralal Barot for their appointment as Independent Directors.

The Board recommends re-appointments / appointments of all the above Directors.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchange.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report.

Shri Anil Gupta, the Independent Director of the Company has resigned from the Board with effect from 14th July, 2014 and Shri Madhududan Agarwal has resigned as Independent Director of the Company with effect from 16th July, 2014.

The Board accepted their resignations and place on record their appreciation for the valuable guidance and advice provided by Shri Anil Gupta and Shri Madhusudan Agarwal during their tenure as Directors of the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956 and, based upon representations from the management, the Board, to the best of its knowledge and belief, confirms that :

a) that in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanations relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

d) that the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE :

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Anneture "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS :

The securities of your company are listed at Bombay Stock Exchange Ltd. The Annual Listing Fee for the year 2014-2015 has beeen paid to the Bombay Stock Exchange Ltd.

BUY-BACK OF SHARES :

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS :

M/s BHAVAN PATEL & COMPANY, (Firm Registration No. 101362W) Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

STATUTORY COMPLIANCE :

The Company has Complied with the various provisions of the Companies Act, 1956, the SEBI regulations and provisions of the Listing Agreement.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNING AND OUTGO :

1. Earnings in Foreign Exchange NIL

2. Expenditure in Foreign Currency NIL

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the Company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to unsure that the plans are successfully implemented.

place : Vadodara By order of the Board,

Date : 12-08-2014 For Towa Sokki Limited

Sd/-

O. J. Bansal

Chairman & Managing Director

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 21st Annual Report together with audited statement of accounts for the year ended 31st March, 2013.

WORKING RESULTS : (Amount in Rs.)

"Particulars 31-03-2013 31-03-2012

Total Income 3503929 19028005

Depreciation 254515 256602

Profit (Loss) Before Tax (621261) 202116

Provision for Tax

Profit (Loss) after Tax (621261) 202116

OPERATIONS AND FUTURE PLANS :

The operations for the year under review shows a loss of Rs. 621261

The Directors feel that having addressed the issue of clearing the debts, it is an appropriate time to start planning for the future. It is the sincere intention of the Directors to bring value to the Shareholders but the current economic environment being what it is we will have to choose our path with care and caution.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good and viable opportunities where some value and synergies can be perceived. It is our Objective that we commence more activities in 2013-2014 and consolidate in 2014-2015 onwards.

DIVIDEND:

In view of the accumulated losses, management does not propose any dividend for the year 2012- 2013

DIRECTORS :

Smt. S. O. Bansal and Shri Anil Gupta retire at the ensuing Annual General Meeting, and being eligible offers themselves for re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT :

Your Directors State:

a) that in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanations relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS :

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

DAMAGE OF RECORDS :

Because of heavy rain and due to water logging, some of the important records like old share transfer forms, old account books and other old administrative records have been damaged. However, no major material losses have been incurred because of the rain.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE:

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Anneture "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Bombay Stock Exchange Ltd. The Annual Listing Fee for the year 2013-14 has beeen paid to the Bombay Stock Exchange Ltd.

BUY-BACK OF SHARES :

There was no buy-back of shares during the year under review. PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS :

M/s BHAVAN PATEL & COMPANY, Chartered Accountants, Mumbai, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNING AND OUTGO :

1. Earnings in Foreign Exchange NIL

2. Expenditure in Foreign Currency NIL

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers, its valued customers, employees and all other intermediaries concerned with the Company''s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to unsure that the plans are successfully implemented.

Place : Vadodara By order of the Board

Date : 26-08-2013 For Towa Sokki Limited

Sd/-

O. J. Bansal

Chairman & Managing Director

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 19th Annual Report together with audited statement of accounts for the year ended 31st March, 2011.

WORKING RESULTS: (Amount in Rs.)

Particulars 31-03-2011 31-03-2010

Total Income 14865584 1735703

Depreciation 260482 239931

Profit (Loss) Before Tax 579378 37064

Provision for Tax -- --

Profit (Loss) after Tax 579378 37064

OPERATIONS AND FUTURE PLANS:

The operations for the year under review shows a profit of Rs. 579378

For the past few years the company was in the process of gradually liquidating all debts with Bank. Your Directors are glad to report that the Company has closed all Bank loan. The Directors feel that having addressed the issue of clearing the debts, it is an appropriate time to start planning for the future. It is the sincere intention of the Directors to bring value to the Shareholders but the current economic environment being what it is we will have to choose our path with care and caution.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good and viable opportunities where some value and synergies can be perceived. It is our Objective that we commence more activities in 2011-2012 and consolidate in 2012-2013. We would like to see that the Company is en route to generate a healthy top line and bottom line from 2013-2014 onwards.

DIVIDEND:

The Company has generated profits but in view of the accumulated losses, management does not propose any dividend for the year 2010-2011

DIRECTORS:

Smt. S.O. Bansal and Shri Anil Gupta retire at the ensuing Annual General Meeting, and being eligible offers themselves for re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Your Directors State :

a) that in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanations relating to material departures;

b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

d) that the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Annexure "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at Bombay, Vadodara, Ahmedabad, Jaipur and Madras Stock Exchanges. Annual Listing Fee for the year 2011-12 has beeen paid to the exchanges.

BUY-BACKOFSHARES:

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES:

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particulars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS

M/s BHAVAN PATEL & COMPANY, Chartered Accountants, Mumbai, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules are irrelevant/not applicable to the Company during the year under review, the same are not reported.

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to unsure that the plans are successfully implemented.

Place : Vadodara

Date : 23-08-2011 For TOWASOKKI LIMITED

O. J. Bansal

Managing Director

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Mar 31, 2010

Dear Shareholders,

The Directors have pleasure in presenting the 18th Annual Report together with audited statement of accounts for the year ended 31st March, 2010.

WORKING RESULTS : (Amount in Rs.)

Particulars 31-03-2010 31-03-2009

Total Income 1735703 1987392

Depreciation 239931 191293

Profit (Loss) Before Tax 37064 (1600246)

Provision for Tax (FBT) - 20060

Profit (Loss) after Tax 37064 (1620306)

OPERATIONS AND FUTURE PLANS :

The operations for the year under review shows a profit of Rs. 37064

For the past three years the company was in the process of gradually liquidating all debts with Bank. Your Directors are glad to report that the Company has closed all Bank loan. The Directors feel that having addressed the issue of clearing the debts, it is an appropriate time to start planning for the future. It is the sincere intention of the Directors to bring value to the Shareholders but the current economic environment being what it is we will have to choose our path with care and caution.

Your Directors are also looking and examining other business options including acquisition of running businesses as well as other good and viable opportunities where some value and synergies can he perceived. It is our Objective that we commence more activities in 2010-11 and consolidate in 2011-12. We would like to see that the Company is enroute to generate a healthy top line and bottom line from 2012-13 onwards.

DIVIDEND :

The Company has generated profits but in view of the accumulated losses, management does not propose any dividend for the year 2009-10.

DIRECTORS :

Shri G. C. Agarwala and Shri M.S. Agarwal retire at the ensuing Annual General Meeting, and being eligible offers themselves for re-appointment. Shri Anil Gupta was appointed as additional director of the Company on 20-8-2010 and hold office till the date of Annual General Meeting. Notice is received for his re-appointment at the Annual General Meeting. Shri RS. Patel resigned from the Board with effect from 20-8-2010.

DIRECTOR'S RESPONSIBILITY STATEMENT :

Your Directors State :

a) that in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanations relating to material departures;

b) that the Directors had selected such accounting policies and applied the mconsistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period;

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

d) that the Directors had prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE

Separate notes on Corporate Governance and Management Discussion and Analysis Report are set out as Anneture "A" and "B" respectively. A Certificate from the Auditor of the Company certifying compliance conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

LISTING AGREEMENTS REQUIREMENTS :

The securities of your company are listed at Bombay, Vadodara, Ahmedabad, Jaipur and Madras Exchanges. Trading in company's securities remain suspended at Stock Exchanges for various reason* including non submission of documents and all possible steps are being taken by the management to get shares traded at the floor of the Exchange.

BUY-BACK OF SHARES :

There was no buy-back of shares during the year under review.

PARTICULARS OF THE EMPLOYEES :

None of the employees employed during the year was in receipt of remuneration in excess of the prescribed limit specified in section 217 (2A) of the Companies Act, 1956. Hence, furnishing of particuars under the Companies (Particulars of Employees) 1975 does not arise.

AUDITORS

M/s BHAVAN PATEL & COMPANY, Chartered Accountants, Mumbai, Auditors of the Company retire at the ensuing Annual General Meeting. They have expressed their willingness for reappointment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the year under review, there were no activities, which required heavy consumption of energy. ... However adequate measures have been taken to make sure that there is no wastage of energy. Since the requisite information with regard to the conservation of energy, technology absorption (Disclosure of Particulars in the report of Board of Directors) Rules are irrelevant/not applicable to the Company during 'the year under review, the same are not reported.

FOREIGN EXCHANGE EARNING AND OUTGO :

1. Earnings in Foreign Exchange NIL

2. Expenditure in Foreign Currency

Imports of Raw Materials, Spares and Components Rs. 174226

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the co-operation anc support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward tc your continued support and reiterate that we are determined to unsure ihat the plans are successfully implemented.

For TOWA SOKKI LIMITED O. J. Bansal Managing Director

Place: Vadodara Date : 20-08-2010